ASSET CONTRIBUTION AND EXCHANGE AGREEMENT dated as of February 21, 2006 by and between NOVAMED ACQUISITION COMPANY, INC., NOVAMED OF DALLAS, INC., PRESTON PLAZA SURGERY CENTER, LLP AND ITS PARTNERSAsset Contribution and Exchange Agreement • February 27th, 2006 • Novamed Inc • Services-management services • Texas
THIS ASSET CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is dated effective as of 12:01 a.m. on February 21, 2006 (the “Closing Date”), by and among NovaMed Acquisition Company, Inc., a Delaware corporation (“NovaMed”), NovaMed of Dallas, Inc., a Delaware corporation (“NOD,” together with NovaMed, “Buyer”), Preston Plaza Surgery Center, LLP, a Texas limited liability partnership (“Seller”), Cataract and Laser Center Partners, L.L.C., a Delaware limited liability company d/b/a Ambulatory Surgical Centers of America, a partner of Seller (“ASCOA”), and each of the other partners of Seller listed on Exhibit 1 (the “Physician Partners,” together with ASCOA, the “Partners”). Certain capitalized terms have the meanings provided in Section 13.1.
